UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Mesoblast Limited

/s/ Charlie Harrison

Charlie Harrison

Company Secretary

Item

99.1

Appendix 3B of Mesoblast Ltd, dated July 11, 2019.

99.2

Press Release of Mesoblast Ltd, dated July 15, 2019.

Name of entity

MESOBLAST LTD

ABN

68 109 431 870

1

+Class of +securities issued or to be issued

Ordinary shares and unquoted options to acquire ordinary shares.

2

Number of +securities issued or to be issued (if known) or maximum number which may be issued

33,334 ordinary shares, 6,425,000 unquoted options to acquire ordinary shares.

3

Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

33,334 ordinary shares issued upon the exercise of options in accordance with the Company’s Employee Share Option Plan for consideration of A$43,667.

5,970,000 unquoted options to acquire ordinary shares at a price per share of A$1.87, vesting in three equal tranches on 18 July 2019, 18 July 2020 and 18 July 2021 respectively, and expiring 17 July 2025.

300,000 unquoted options to acquire ordinary shares at a price per share of A$1.72, vesting in three equal tranches on 15 July 2019, 15 July 2020 and 15 July 2021 respectively, and expiring 14 July 2025.

150,000 unquoted options to acquire ordinary shares at a price per share of A$1.45, vesting in two equal tranches on 30 July 2019 and 31 December 2019 respectively, and expiring 18 January 2026.

5,000 unquoted options to acquire ordinary shares at a price per share of A$1.45, vesting in three equal tranches on 19 January 2020, 19 January 2021 and 19 January 2022 respectively, and expiring 18 January 2026.

4

Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities?

If the additional +securities do not rank equally, please state:

•  the date from which they do

•  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

•  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

Shares issued on the exercise of unquoted options will rank equally with quoted shares as from their date of issue.

5

Issue price or consideration

33,334 ordinary shares issued upon the exercise of options in accordance with the Company’s Employee Share Option Plan for consideration of A$43,667.

Each option was issued for no issue price.

6

Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

33,334 ordinary shares (fully paid) issued upon the exercise of options in accordance with the Company’s Employee Share Option Plan.

6,425,000 unquoted options to acquire ordinary shares issued pursuant to the Company’s Employee Share Option Plan.

6a

Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A?

If Yes, complete sections 6b – 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i

No

6b

The date the security holder resolution under rule 7.1A was passed

Not applicable

6c

Number of +securities issued without security holder approval under rule 7.1

Not applicable

6d

Number of +securities issued with security holder approval under rule 7.1A

Not applicable

6e

Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

Not applicable

6f

Number of +securities issued under an exception in rule 7.2

Not applicable

6g

If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3?  Include the +issue date and both values.  Include the source of the VWAP calculation.

Not applicable

6h

If +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements

Not applicable

6i

Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements

Not applicable

7

+Issue dates

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12).  For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

Date
Registered

4 July 2019

Total

Date
Registered

11 July 2019

11 July 2019

11 July 2019

11 July 2019

Total

Number of ordinary
shares issued
33,334

33,334

Number of unquoted options to acquire
shares issued

5,970,000

300,000

150,000

5,000

6,425,000

Number

+Class

8

Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)

498,659,542

Ordinary shares

Number

+Class

9

Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)

26,029,559 (4,313,333 options have been cancelled since last Appendix 3B)

Unquoted options

1,500,000

Incentive rights

10

Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

All ordinary shares rank equally and participate in the right to dividends equally.

11

Is security holder approval required?

Not applicable

12

Is the issue renounceable or non-renounceable?

Not applicable

13

Ratio in which the +securities will be offered

Not applicable

14

+Class of +securities to which the offer relates

Not applicable

15

+Record date to determine entitlements

Not applicable

16

Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?

Not applicable

17

Policy for deciding entitlements in relation to fractions

Not applicable

18

Names of countries in which the entity has security holders who will not be sent new offer documents

Note: Security holders must be told how their entitlements are to be dealt with.

Cross reference: rule 7.7.

Not applicable

19

Closing date for receipt of acceptances or renunciations

Not applicable

20

Names of any underwriters

Not applicable

21

Amount of any underwriting fee or commission

Not applicable

22

Names of any brokers to the issue

Not applicable

23

Fee or commission payable to the broker to the issue

Not applicable

24

Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders

Not applicable

25

If the issue is contingent on security holders’ approval, the date of the meeting

Not applicable

26

Date entitlement and acceptance form and offer documents will be sent to persons entitled

Not applicable

27

If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders

Not applicable

28

Date rights trading will begin (if applicable)

Not applicable

29

Date rights trading will end (if applicable)

Not applicable

30

How do security holders sell their entitlements in full through a broker?

Not applicable

31

How do security holders sell part of their entitlements through a broker and accept for the balance?

Not applicable

32

How do security holders dispose of their entitlements (except by sale through a broker)?

Not applicable

33

+Issue date

Not applicable

34

Type of +securities

(tick one)

(a)

☒

+Securities described in Part 1

(b)

☐

All other +securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

35

☐

If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders

36

☐

If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories

1 - 1,000

1,001 - 5,000

5,001 - 10,000

10,001 - 100,000

100,001 and over

37

☐

A copy of any trust deed for the additional +securities

38

Number of +securities for which +quotation is sought

Not applicable

39

+Class of +securities for which quotation is sought

Not applicable

40

Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities?

If the additional +securities do not rank equally, please state:

•  the date from which they do

•  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

•  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

Not applicable

41

Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another +security, clearly identify that other +security)

Not applicable

Number

+Class

42

Number and +class of all +securities quoted on ASX (including the +securities in clause 38)

Not applicable

Not applicable

1

+Quotation of our additional +securities is in ASX’s absolute discretion.  ASX may quote the +securities on any conditions it decides.  

2

We warrant the following to ASX.

•

The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.

•

There is no reason why those +securities should not be granted +quotation.

•

An offer of the ⁺securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

•

Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.

•

If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.

3

We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

4

We give ASX the information and documents required by this form.  If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins.  We acknowledge that ASX is relying on the information and documents.  We warrant that they are (will be) true and complete.

Sign here:

Print name:

Charlie Harrison

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Insert number of fully paid +ordinary securities on issue 12 months before the +issue date or date of agreement to issue

482,639,654

Add the following:

•Number of fully paid +ordinary securities issued in that 12 month period under an exception in rule 7.2

•Number of fully paid +ordinary securities issued in that 12 month period with shareholder approval

•Number of partly paid +ordinary securities that became fully paid in that 12 month period

Note:

•Include only ordinary securities here – other classes of equity securities cannot be added

•Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

•It may be useful to set out issues of securities on different dates as separate line items

20 July 2018: 50,000 (exercise of options)

28 September 2018: 212,000 (exercise of options)

12 October 2018: 14,464,259 (ordinary shares issued to Tasly)

15 October 2018: 51,108 (exercise of options)

4 July 2019: 33,334 (exercise of options)

Subtract the number of fully paid +ordinary securities cancelled during that 12 month period

“A”

497,450,355

Step 2: Calculate 15% of “A”

“B”

0.15

[Note: this value cannot be changed]

Multiply “A” by 0.15

74,617,553

Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

Insert number of +equity securities issued or agreed to be issued in that 12 month period not counting those issued:

•Under an exception in rule 7.2

•Under rule 7.1A

•With security holder approval under rule 7.1 or rule 7.4

Note:

•This applies to equity securities, unless specifically excluded – not just ordinary securities

•Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

•It may be useful to set out issues of securities on different dates as separate line items

4 January 2019: 1,209,187 ordinary shares

“C”

1,209,187

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1

“A” x 0.15

Note: number must be same as shown in Step 2

74,617,553

Subtract “C”

Note: number must be same as shown in Step 3

1,209,187

Total [“A” x 0.15] – “C”

73,408,366

[Note: this is the remaining placement capacity under rule 7.1]

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

“A”

Note: number must be same as shown in Step 1 of Part 1

Not applicable

Step 2: Calculate 10% of “A”

“D”

0.10

Note: this value cannot be changed

Multiply “A” by 0.10

Not applicable

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of +equity securities issued or agreed to be issued in that 12 month period under rule 7.1A

Notes:

•This applies to equity securities – not just ordinary securities

•Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

•Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

•It may be useful to set out issues of securities on different dates as separate line items

Not applicable

“E”

Not applicable

+ See chapter 19 for defined terms.

Appendix 3B Page 10

04/03/2013

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

“A” x 0.10

Note: number must be same as shown in Step 2

Not applicable

Subtract “E”

Note: number must be same as shown in Step 3

Not applicable

Total [“A” x 0.10] – “E”

Not applicable

Note: this is the remaining placement capacity under rule 7.1A

+ See chapter 19 for defined terms.

Appendix 3B Page 11

04/03/2013

Mesoblast Limited
ABN 68 109 431 870

www.mesoblast.com

Corporate Headquarters

Level 38

55 Collins Street

Melbourne 3000

Victoria Australia

T +61 3 9639 6036

F +61 3 9639 6030

United States Operations

505 Fifth Avenue

Third Floor

New York, NY 10017

USA

T +1 212 880 2060

F +1 212 880 2061

Asia

20 Biopolis Way

#05-01 Centros

Biopreneur 3

SINGAPORE 138668

T +65 6570 0635

F +65 6570 0176

Mesoblast Limited
ABN 68 109 431 870

www.mesoblast.com

Corporate Headquarters

Level 38

55 Collins Street

Melbourne 3000

Victoria Australia

T +61 3 9639 6036

F +61 3 9639 6030

United States Operations

505 Fifth Avenue

Third Floor

New York, NY 10017

USA

T +1 212 880 2060

F +1 212 880 2061

Asia

20 Biopolis Way

#05-01 Centros

Biopreneur 3

SINGAPORE 138668

T +65 6570 0635

F +65 6570 0176

Mesoblast Limited
ABN 68 109 431 870

www.mesoblast.com

Corporate Headquarters

Level 38

55 Collins Street

Melbourne 3000

Victoria Australia

T +61 3 9639 6036

F +61 3 9639 6030

United States Operations

505 Fifth Avenue

Third Floor

New York, NY 10017

USA

T +1 212 880 2060

F +1 212 880 2061

Asia

20 Biopolis Way

#05-01 Centros

Biopreneur 3

SINGAPORE 138668

T +65 6570 0635

F +65 6570 0176